Ultimate Spider-Man: Frozen in Time
by Spiderfan626
Summary: "MJ, I can't believe your gone. Maybe he was right, if I would have kept you all out of it, you would all still be alive. Don't worry, I won't seek revenge because I know that's not any of you would have wanted. I also won't give up being Spider-Man either, I just have to be better than I ever was before. I need to be Ultimate." Take places a few months after Frozen. Feat. Avengers
1. Venom in Arrendelle

**I don't own Spider-Man or Frozen, they belong to Marvel and Disney. Wait, wouldn't I just say Disney because Disney bought Marvel, Star Wars, Indiana Jones, and who knows what else. Well I just both just in case. Anyways this story is completely original idea I had If you have any ideas for the stroy feel free to share them. This takes place 3 months after Frozen and Peter is 21. He's been Spider-Man for six years, he's a member of the Avengers and his story is a based on the 616 timeline, a little on the Amazing Spider-Man movie and the Ultimate Universe. Also, No Superior Spider-Man, Peter is so much better than Otto. I might have Miles Morales as Spider-Man in the last few chapters but not right now. Also, Josh Keaton is voiced as Spider-Man in this, if you wondering what he sounds like. Now on to the story.**

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Chapter 1: Venom in Arrendelle

Peter stood by the grave of Mary Jane Watson, and looked sadly at the tomb. "MJ, I can't believe your gone. First Uncle Ben, then Captain Stacy, then Gwen, then Harry, and now you. Maybe he was right, if I would have kept you all out of it, you would all still be alive. Don't worry, I won't seek revenge because I know that's not any of you would have wanted. I also won't give up being Spider-Man either, I just have to be better than I ever was before. I need to be Ultimate." Said Peter. He then heard police sirens going off. He then put on his mask and said, "A hero's work is never done."

He then ran to the city and swing after them. Then ended up at the Horizon Labs or what was left of it. The building was destroyed and all that was left besides a few broken computers was a huge blue portal. Spider-Man's spider sense didn't go off so he knew it wasn't a threat but he could help but wonder what could have happened. He swank to the nearest police officer and asked, "What happened here? It look like the Hulk had a temper tantrum here."

"If only, we got several eye witnesses saying that a monster and serval Super Villains broke into here last night and the next day that what all what remained." said the cop. Spider-Man then asked in concern, "Was anyone hurt?"

"No, the place was closed last night no one was in the building when this happened." Said the cop. "Thank God." Spidey whispered to himself. However another cop, who was a lot younger than the other cop, came walking to him with an angry look and asked, "Why are we telling all this? For all we know, you could be the cause of all of this. The Bugle says your a menace and that you been working with those criminals."

The older cop turned to him and said, "Kid, since you new at this, I'll let that one fly. Spider-Man's a hero. He saved the world on multiple occasions and a member of the Avengers. Not to mention the fact, that Captain America vouched for the Web Head himself. The Bugle only prints lies about Spider-Man. Now keep the civilians back until this portal vanishes, I don't want anyone vanishing to who knows where." The younger cop just then turned and left to do his job. Spider-Man, then turned to order cop and asked, "How do you know it's a portal?"

"We spoke to some of the head scientists of this place, they explained it was a portal they been working on to travel across time and space. It was currently been worked on by Max Modell and Peter Parker." Peter then remembered some of the Avengers have been missing in action. The missing Avengers were Captain America, Iron Man, Thor, Hulk, Hawkeye, Black Widow, and Wolverine. Jameson had blamed Spider-Man for that to so as Peter Parker got a job at Horizon Labs to find out what happened to them. With in the first few weeks the discovered after their fight with Thanos then have been sent to an alternate reality. Peter and Max work hard to find them and create a portal to get them back but it was unstable so until they had to wait until they found a way to get it stabilize to get them back. Unfortunately, since Tony Stark was MIA, they had to go to OsCorp for help on the project. Everyone believed that Norman Osborn was cured from becoming the Green Goblin but Peter new better. He had killed Gwen, his own son Harry, and created Carnage from Peter's blood to kill MJ. So, he always kept an eye on him, but one day he had important business to attend to. Which happened to be yesterday, Peter was connived that Osborn became the Goblin again and assembled a new Sinister Six to conquer a different work using the portal. Now a many innocent people of another world were in danger from what he created. He knew what he had to do. When he was out of hearing from he got out his cellphone and called his Aunt _"Peter, how are you holding up?"_ Asked his Aunt.

"I'm doing fine Aunt May. I just wanted to tell you that I have an out of the country job to attend to. The plane is going to be here soon, and I'll be gone for a while." Peter said. He hated to lie to his aunt but he didn't want to in danger her as well. _"Okay, Peter just try to make some friends. You really need some friends right now." _

"I promise. I try to get back as soon as possible. I love you." He said. _"I love you, too, Peter. Stay safe." _she responded as they hung up. Peter then went back to the cop. "Officer, If Super Villains went through that portal then a lot of innocent people are going to die. I won't let that happen. Once, I go through the portal go get Reed Richards, Hank Pym, or Hank McCoy because once that portal closes they maybe our only hope of getting the Avengers back home."

This actually surprised the younger cop, "You going in there!? Why!?" Spider-Man then turned to him and responded, "Because with great power, comes great responsibility." Spider-Man then turned to the portal and ran to it saying out loud, "Look out new world. Here comes, your friendly alternate neighborhood Spider-Man!"

Once, Spider-Man went through the portal vanished. Spider-Man was traveling through space and time and asked to himself, "Where are those seat belts when you need them?" Just when Spider-Man was out of the Portal he fell into the ocean. When he got out of the water, he said to himself. "Well this water is definitely better the the water I fall into back home. So, I must be in alternate reality." Once he was on land, he noticed that everything look like fairly tales you where told when where a kid. People were panicking and the were running from creatures that looked like..."Venom."

He noticed two children running from one of the Venom monster. Spiderman quickly swung to them and got them to safety. "Hey guys. What's up? If you guys say the sky, that joke is so old it's not even funny anymore." Spider-Man joked that made the kids giggled at his joke. "Where are your parents?"

The boy spoke, "Those demon things possessed them as soon as the monster came looking for Queen Elsa." Then Spider-Man asked, "Which one of you are you are the oldest?" Then boy raised his hand. "I have a job for you, find a hiding place and hide there and protect your sister until I save everyone from the demons. Now where's your Queen?"

"She's in the castle with Princess Anna and the monster went after them." Said the girl. "Okay, you two, stay safe and look after each other until your parents are safe and don't play on the streets." said Spider-Man as he swung off. As Spider-Man swung toward the castle, he saved many civilians and defeated many Venom monsters along the way.

Spidey then notice a girl with red hair, looked she was about 3 years younger than him, hold a chair trying to defend herself from from 3 Venoms while her boyfriend look like he was struggling with one. Spidey quickly swung down to help. He grabbed the one attacking the girl's boyfriend, "Sorry, pal, no eating before Sunday Mass." He the threw it into the three other monsters in the room.

Spidey then turned to them, "Are you two alright?" They nodded but then the looked turned into fright when girl warned him, "Look out!"

Just then one of the Venom monsters tackled Spider-Man. "Ugh, I forgot Venom could avoid my spider sense." He thought to himself. The web head then smelled the symbiote's breath. "Oh, yikes! Can you say halitosis?" Spider-Man mocked as he kick it off of him. The symoibote growled at him as Spidey continued, "I knew that you could!" Then the four Venom's charged at Spidey and there fight continued.

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**I was planning of making this chapter longer but I thought it would be a good start for now. Next chapter will show what what happened before Spidey arrived . Hope you enjoyed this chapter.**


	2. Goblin and Hero

**Sorry for not updating in a while I've been busy with School and my Kingdom Hearts fanfiction. I try to update when I can, whenever I'm not working. Anyways I don't own Frozen or Spider-Man. They belong to Disney and Marvel. Alright just so you know this takes place an half an hour before Spider-Man swings in and saves the day. Well, he hasn't yet but in this chapter he will. Spoilers! Anyways on to the show... need to change my intros a bit.**

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Chapter 2: Goblin and Hero

Things have been going with the two sisters every since the great thaw. It was been four months since the gates have been opened. Anna and Kristoff relationship has been going along great and Elsa was happy for the two, as long they took a few years of dating before getting married. Olaf was excited because fall was here. Even though he loved summer even more he wanted to know all of the seasons besides summer and winter. The Kingdom was enjoying another day of ice-skating when Elsa and Anna decided to have a sister talk. "I see things between you and Kristoff have been going well." Said Elsa.

"Yes, he's so great. By the way, have you seen any cute guys lately?" Anna responded with a smirk. Elsa sighed and responded, "Anna, we have been over this, even if did it would never work out. No one would know what it's like."

"Aw, come on I'm sure there more people like you with powers. Maybe they have fire powers, super strength, healing powers, or something." She said with hope. Elsa just raised an eyebrow and said, "Anna, name one person you know besides me that has powers and don't say Jack Frost he's just a myth."

"Ummm... Our cousin, Rapunzel." Anna smirked and her victory. Elsa then said, "Okay, let me rephrase the question, Name one person that's a guy that has powers and that isn't related to us."

"...Okay, I got nothing. I'm going look into it and I promise you I will find one guy with powers and that isn't anyone like... Hans." She vowed and when she Hans name she said like a dirty word. Elsa smiled, Anna was getting to understand love a lot better and wasn't willing to marry a man she just met ever since Prince Hans showed his true nature. "Good luck with that."

Just then they heard screaming and they smelled smoke. They turned to see a huge green monster shooting fire out of his hands and shouted out, "WE'RE IS THE SNOW QUEEN!? WHERE IS SHE!?"

Then the Arrendelle guards tried to stop him but he swatted them like they where just pesky flies. He then got out a clear container contain a black liquid and poured it on the ground then it sprung to life and bounded to the closest guards turning them into monsters as well.

"What the heck is that?" Asked Anna. Elsa then grabbed Anna by the hand and started to get her to safety. "I don't know but it's after me and I don't want you getting hurt. Get to Kristoff and get to safety."

"What?! I'm not leaving you, Elsa," said Anna. Elsa then froze the gates hoping that it would slow the monsters down however the Goblin was using his powers to try to melt it. Elsa saw this and tried to keep the gates closed as long as she could. "Don't worry, I can take care of myself. You just get inside and I join you shortly," she ordered her younger sister.

Anna was about to argue but Kristoff ran to her took her hand and said, "Now, probably wouldn't good time to argue with your sister."

With that he quickly pulled her into the castle. While, Elsa was preparing to face the new threat. Anna continued to argue, "But Kristoff, Elsa can't take that monster by herself. Especially since it's make turn the people of Arrendlle into the monsters of Arrendlle."

"One, Elsa can take care of herself. Two, what makes you think you can help without getting hurt. This... Goblin is way different than a snobby prince. Finally..." Kristoff stop with three Venoms broke threw a window and blocked their path. "...How are we going to even stop them?"

Anna began to chuckle nervously, "Umm... Is the any chance you can let my people go and go away to bother someone else's kingdom like the Southern Isles by any chance?"

"ROOOOOAAAAAAARRRRR!" Anna whipped off the spit she got from the symbiote. "Yeah, I thought not." With that Kristoff and Anna began to run for their lives. Little did anyone know that someone was swinging on his way. They countered running until another monster dropped down from the ceiling and attacked Kristoff. "Kristoff!" Anna turned to help him but the monsters that were attacking them before, surround her. She quickly grabbed the chair closest to her to defend herself. Anna planed to fight off the monster, grab Kristoff, and find away to help her big sister. However, someone grabbed the monster that was attacking the Kristoff and said, "Sorry, pal, no eating before Sunday Mass." He then threw it into the three other monsters in the room. With that the princess turned to Kirstoff and her rescuer.

He was oddly dressed. He had close from head to toe. The outfit was red and blue and was covered in what looked like webbing and had a spider symbol on his chest. It looked tight but showed he had strength. He also wore a mask that was red and like the rest of his outfit was cover in what happened to be webs and it had to big white eyes that made both Anna and Kristoff wondering how he could see under that mask.

Little did they know that this was Peter Parker, the Amazing Spider-Man, a hero form another universe, a member of Earth Mightiest Heroes, friend to both the X-Men and the Fantastic 4.

Spidey then turned to them, "Are you two alright?" They slowly nodded but then the looked turned into fright when they saw the monster getting back up. Anna warned him, "Look out!"

Just then one of the Venom monsters tackled Spider-Man. The web head then smelled the symbiote's breath. "Oh, yikes! Can you say halitosis?" Spider-Man mocked as he kick it off of him. The symoboite growled at him as Spidey continued, "I knew that you could!" Then the four Venoms charged at the webbed and he dodged their attacks. Usually, Venom alone could be a dangerous foe but over the year during the year Eddie Brock created a smyboite army to take over New York City, Spidey is now used to battle numerous of this foe. In addition, his martial art, The Way of the Spider, has improved his hand-to-hand combat skills.

"Come on you can do better than that. Did you know I have an elderly aunt who move faster than you guys?" Spidey taunted them as Anna and Kristoff watched in amazement. Not only was he holding his own against these monsters but he had powers too. As far as they knew only Elsa and Rapunzel had powers.

"Okay, at least I got them focused on me than the lovely couple. Ugh, I still need to find away to free they're hosts and destroy the symobites. Hopefully, they still have the same weakness to the first Venom." Spidey thought as he knocked two of alien symobites heads together as he kicked another. He quickly scanned the room to see if there was anything he could use against the Venoms. He saw some armor in the hallway; some of it was apart due to some one (Anna) crashing in to it earlier in the day. "That will have do."

With that he webbed a line to one of them monsters and threw it towards the armors and it crash into them. The armors crashed on to the floor and started make some noise. Even though it wasn't as powerful as a church bell, it was still loud enough to remove the symbiotes but instead of trying to find a new hoist, the fell on the ground dead. "What? You guys hate loud noises? My bad." he taunted them one more time before they faded away. Spidey then checked the pluses of the former hoists. "Good, they should be fine. Guess, some one tried to clone the Venom Syombiote but the not as strong as the original. The clones can't survive a second with out a host compared to the original." Spidey said to himself out loud.

"Um, excuse me…" Spidey turn to see both Anna and Kristoff walk up to him. "thank you, mr…"

"I'm Spider-Man. Are you supposed to be the princess?" he asked. "Yes, I'm Princess Anna of Arrendle and this is my boyfriend Kristoff and he's the official ice deliver of the kingdom." Anna said introducing herself.

Spidey then turn to Kristoff and asked, "Is that really a thing?"

Before he could respond, Anna cut him off saying, "Of course it is. Anyways, what are you doing here?"

"You mean besides stopping a poorly made Venom Clone army and saving this kingdom. It will sound crazy and I know you get this often but I'm looking for crazy goblin, wants to take over the world, has a wicked maniacal laugh, you seen anyone like that, your highness?" Asked the Superhero. Anna responds, "As a matter of fact, he's currently after my sister and is the one who started all this mess."

"Wait, why would Osborn be after her? What does he have to gain from all of this? No one wanted to date that ugly mug of his so he thought to do it caveman style?" Spider-Man asked with a little humor. Anna giggled at the last part, "Well, she's the Queen and she has ice powers."

"Wait, just how powerful is she?" Spidey asked. "She once started an eternal winter everywhere." Said Kristoff.

"By accident of coarse." Anna added. Spidey's eye widened under his mask, "So that's what's he's up to. He cloned the Venom Symobite and used that as a distraction while Gobby uses one to steal off your sister's powers."

"Okay, I think I got that last part. Can he really do that?" Anna asked. "With the Venom Symobite it's possible, how else do you think they got their powers in the first palace." Spidey pointed out.

Anna and Kristoff then realized that the monsters had all of Spidey's powers. "Oh, so that's how you know these things. Then by the way you freed some of my people you know how to save the Kingdom." Said Anna. Spidey nodded, "Yeah, Symobites hate intense heat, and loud noises. Since the guys were allot weaker then the original, then a good ring from a Church Bell should do the trick."

"Awesome, while we'll go do that. You go and save my sister." Said Anna as she ran off to the church. "NO! Wait! It's too dangerous! This is not one of those movies where the princess saves the day!" Spidey said.

Kristoff just put a hand on his shoulder and said, "Forget it once she's made a decision there is nothing that will stop her. I'll go make sure she doesn't do anything dangerous."

"Alright, I guess I have no choice but to make sure stop Goblin before he can he creates even more Venoms and get to the queen." Said Spider-Man. With the that Spidey swing outside and the to himself, _"Ugh, So far, being the Ultimate Spider-Man isn't going well so far. God, if you're listening, please don't let anything happen to the princess because if she dies I'm going to end up like a Spideicale. I wonder if this what the White Rabbit felt like when he was going to be late in 'Alice in Wonderland'? Well nothing to do now but find our missing Queen and cranky Osborn. Now if I were them where would I be?"_

He then noticed fire and explosions at the other end of the city._ "Of coarse, near the fire and big explosions. That's where all the bad guys like to be. Now just need to get there."_

He shot two webbing on two different buildings, pulled himself back and launched to the danger. "YYYYYYYEEEEEEEEEEEEHHHHHHHHHAAAAAAAAAAAAAA!"

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Elsa was pushed knocked to the ground by the monsters latest attack. As it walk closer to her, she groaned as she got back on her feat. "Who are you? Why are attacking my Kingdom?"

"Oh, how rude of me attack you kingdom without introducing myself. I am the Green Goblin. As for the why, well you won't be around as I experiment on how your powers work. You're no doubt a mutant but way more powerful than that X-Man, Iceman. With your powers the world will be Mine! And no one will be able to stand in my way. Not the Avengers, the other great heroes!" Said the Goblin as he did a mock bow and laughed. Elsa widened in fear, what kind of monster is before Goblin could strike her someone kicked him and sent Goblin crashing into the wall of a being and the new comer landed on his feet saying, "What I don't count? I'm hurt! I foil your schemes all the time and you don't even mention me?! Maybe, I punched you too hard last time."

Goblin got up to notice Spider-Man once again getting in the way, "Parker..."

"Hey Gobby, missed me? It's been awhile... Hey you look different...did you get a hair cut?" Spidey mocked the Super Villain.

"Still the comedian, I see. Even after all this time. No matter. I've improved since we last fought." Said Goblin.

"Well that's for sure. I didn't know you could get any Uglier." Said Spidey trying to make sure his archenemy more focused on him then the Queen. It was work because the next thing the Goblin said was, "Prepare to die, Spider-Man."

"I've got two words for you, Osborn. Bring it!" Said Spidey as their fight began. Elsa watched as the hero defended her. _"He has powers. I'm not really alone. Who is he? The monster called him Parker and Spider-Man. Is Parker his name and Spider-Man a nickname? I guess Anna was right. Anna, please be safe from this madness."_ Elsa thought to herself.

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"Please don't be lock." Anna said as she pushed opened the door. "YES! IT'S NOT LOCKED!"

"ANNA! WAIT UP!" said Kristoff as he finally caught up to her. "No time Kristoff! As soon as that bells rung everyone while be okay." said Anna as she ran up stairs to the bell tower.

"Ugh. She's going to be the death of me." Said Kristoff but then thought back to what Spidey said, "What's a movie?"

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"Okay, your impressive but not Hulk impressive." Said Spidey as he dodged another attack. Elsa watched in amazement, not only this guy was holding his own against the Green Goblin but he was mocking him too. Spider-Man was now siting on the wall of a building. Goblin just threw a ball of fire at him but he dodged that too. "Whoa, time out! You can throw fire now, too?! I am so due for a power upgrade!"

Goblin just ignored him as he threw more fireballs at him but he continued to dodge them. However, he didn't noticed that one fire balls was heading to the church.

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It crashed into the bell tower. The Good news, no one was hurt. Bad news..."AAAAAWWWWWW MMMMAAAAAANNNN! The stairs to the bell tower has been cut off!" said Anna. Kristoff and Anna were almost there too. "Now, what are we going to do?"

"Anna? Kristoff? Is that you?"

"Olaf?! What are you doing up there?" Asked Anna, glad to see one of her old childhood friends.

"I never really had the time to enjoy the view from the kingdom so I thought I'd do it from the church and Sven wanted to join me." Said the talking Snowman, as Sven the reindeer looked down to see Kristoff and Anna. "SVEN! YOU'RE OKAY!" Kristoff said, he was glad that friend was okay too but one thing bothered him. "Wait how did you get up there?"

"Olaf opened the door for me." Kristoff spoke for Sven as he nodded. "By the way, what is going on out there because I'm seeing people running around in black suits and wearing scary masks. There so life like. Is it Halloween already?" asked Olaf.

"No time to explain but could you do everyone a favor and ring that bell?" Anna asked.

"Oh, okay!" Said Olaf. Anna similes at her boyfriend knowing the trouble would be over soon but then Olaf comes back with a small bell and starts ringing it. "Is this good?" Asked Olaf.

"Er... I meant the bigger bell." Said Anna. "Opps, sorry. One moment, please." Said Olaf as he walked off. He came back with a slightly bigger bell and started to ring it. Anna then asked, "Olaf how many bells do you have up there?"

"Well, just a week back. I wanted start a collection. So, I decided to collect allot of bells. I have so much bells, I don't even know how many I have. So which bell do you want me to ring?" Asked Olaf who was still smiling. Anna and Kristoff groaned. This was going to take a while.

Spidey delivered Goblin a three hit combo in the face. "I guess you can dish it out but you can't..." Before he could finish his joke, Goblin blasted him with a fireball sent him flying. Elsa created a snow pile to break his fall. She ran to him, "Are you all right?"

"Ugh! So this why they tell us not to play with fire." Spider-Man joked. Elsa rolled her eyes, tried hard not to smile at his joke, "Your okay."

They then noticed Goblin charging at them. And Spidey shot a few web balls in the air missing Goblin completely. Goblin laughed, "You missed!"

But Spidey grinned under his mask. "Who said I was aiming for you?" Goblin turned to see the the web balls were heading to the church. "Nnnnoooooo!"

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"Olaf, we need you to ring the biggest bell you have!" Anna told the snowman. Olaf nodded, "Okay!" And he ran the biggest bell he had but it still wasn't the Church bell. "Is that better?"

Anna and Kristoff groaned. He just didn't get it. Just then three web balls hit the bell making it ring. Anna and Kristoff grinned, "That bell!"

"What?! I can't here you! That giant bell is ringing to loud!" Olaf shouted.

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When then bell rang all the syomboites covered their ears before dieting off. Their hoist were free! Elsa grinned, "Nice hit. How did you know that was going to work?"

"I was those monsters original hoist a few time. They tried to take over my home but I managed to free myself and stopped them. I had a few crazy years." Spidey admitted. The Queen nodded, "Tell me about it."

"Is my sister safe?" She asked. Spidey replied honestly, "We last I seen her she was trying to head to the church to ring the bell but I think I saw Gobby destroy the path there so I'm pretty sure her boyfriend trying to talk some sense into her and get her to safety."

"Well, let's get to the church then." Elsa said as she helped him up. "SPIDER-MAN!" They turned to see Goblin glare at the web head. "We forgot about the bad guy." Elsa said with here eyes widened.

"Hey Gobby? Is there a chance you willing to sit down and cool off in jail peacefully, and not trying to kill us?" Spider-Man asked nervously. He roared. "I don't think he's going to..." Elsa replied nervously.

"Yeah, I thought not." Spidey shrugged as he got back to his battle stance. _"Okay... trying to take him down now is suicide. And no one else right now has the power to stop him. I need him to get out and away from the city so I can think what do next." _Parker thought to himself. He then got an idea. "Hey Normikins! When was the last time you cleaned yourself, we can smell you from here!"

"What are you doing?" Elsa asked in horror. Spidey whispered, "I'm trying to make him angry, you majesty. Get ready to freeze the ground." Elsa looked to him in confusion but he did save her kingdom so he must know what he's doing and nodded to him. Spidey turned back to Goblin. "You also need to lay off the Cupcakes. A couple dozen more and you look like Fisk but fatter and uglier!"

"THAT'S IT! I'M GONNA TEAR YOU APART LIMP FROM LIMP! I THOUGHT YOU'D LEARN YOUR LESSON WHEN I KILLED YOU FRIENDS BUT YOU STILL STOP ME! PEPARE TO DIE!" Gobin said as ran at the Queen and Hero. Spidey quickly spun his web from building to Goblin until he knew it was enough and turned top the Queen, "Now!"

Elsa did what she was told and froze the ground and Goblin began to slip and looked the the two super humans in horror as they both grinned. "See ya next fall, Osborn!" Spidey quipped.

"Have a nice trip!" Elsa added. Goblin glared at the hero. "I hate you. So much."

He filly slipped and the web yanked him out of the Kingdom. "AAAAAAAAAAAAAAAHHHHHHHHHHHH!" He was sent flying, flying and gone. Spidey and Elsa turned to each other and started to burst out laughing. "Did you see the look on his face?!" Elsa laughed.

"I know! It was Priceless..." Spidey replied as the kept laughing. Suddenly the people of Arrendelle cheered to the Queen and the Wall Crawler. "Well this never happened before. People cheer for me... It's nice." Spidey responded. Elsa gave him a sad smile. He was probably a outcast his home too. She had so many questions for him but then remembered, "Anna..."

"Here. I'll help you find her." Spidey said as he offered his hand. Elsa took it, "I can't thank you enough."

"You don't have to. It's what I do. Now, hold on..." She did as Spidey swing her to Chruch with his webs. Hoping that the Princess was okay.

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**So sorry for the wait. I'm glad everyone enjoyed the first chapter. Then next Spidey and the heroes of Frozen meet properly. I'll try to not to take too long for the next chapter. Remember to Fav, Follow, and comment. **


	3. Meet Peter Parker

**I don't own Spider-Man or Frozen. They belong to Marvel and Disney. Hope this brings in more reviews. I like it when I get to hear from you guys. Enjoy this chapter.**

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Chapter 3: Meet Peter Parker

Spidey landed in front of the Chruch as he put Elsa down. Elsa looked around and called, "Anna! Where are you?!"

"We're in here!" She heard Anna reply back. Elsa signed in relief and both Spidey and the Queen went inside the Church. They could see Anna running down the stairs to hug her sister. "Your okay!" She said with a huge grin.

After a minute of hugging, they let go as Anna said, "Oh, I see you've meet Spider-Man. See, I knew you weren't the only one with powers out there." Elsa laughed, "Okay, I guess you were right."

"Okay, so why do you wear a mask? Where did you get that costume? Are there any others out there you know of?" Anna asked quickly. Elsa laughed as she said, "Anna breath.

"Sorry." Anna said. Spider-Man laughs nervously, "I take it there's not too many people with powers are around here."

"Until now, we thought my cousin and I were the only ones." Elsa admitted. "Hey, guys. Who's your friend?" Said Olaf from above. Everyone looked up to see Olaf. Elsa smiled, "Olaf, I was wondering where you were."

"Uh... Am I going crazy because I'm seeing Frosty the snowman and one of Santa's Reindeer on the clock tower?" Spider-Man asked. Everyone laughed at Spider-Man's humor. "Oh, they're real. That's Olaf and Sven. Olaf and Sven this is Spider-Man." Anna introduced.

"Folks call me, Spidey." Spider-Man nodded before asking, "Does Sven talk too?"

"No just Olaf." The Queen assures him. Kristof the speaks for Sven, "What are you talk about? I talk all the time."

Spider-Man just looks at the ice seller who looks back in confusion. "What?" He asked. The super hero turned to the royals and whispered, "Are you sure he isn't crazy?"

"Well... It's a long story..." Anna admits. "But he's got a good heart." She added.

"So... Good crazy... Yeah, I can live with that." He responds making Elsa roll her eyes as Anna giggles. "Hey guys. Can you help us down now?" Olaf asked. "Sure, one Web elevator coming right up." Spider-Man jumped up to the same floor Olaf and Sven were and used his webbing the slowly lower them down. "Wow, you are really good at jumping! So what is it like when you jump on a trampoline? How high do you go? And what's with the mask?" Olaf said as Spidey set them down.

"And what's and elevator?" Elsa asked. "And what's a movie?" Kristoff asked. As Spidey climbed down the wall as he guessed, "I'm thinking you guys want some answers." They nodded. Spidey signed. Usally, he wasn't comfortable talking about his personal life to others besides the Avengers or other heroes he trusted but since the current situation... "All right but there are some things I don't want the public knowing about me. So if you can keep it between the six of us, I tell you all that you want to know." Spider-Man bargained.

Elsa turned to her sister and friends and the each gave a nod. "Within reasoning. Then we're willing to keep your seceats safe." Spidey nodded, "Sounds fair. So what do you want to know?"

"Let's start with a name and a face. Who are you?" Elsa asked. Spidey slowly removed his mask to reveal his face. He had brown hair, brown eyes, and he looked like he was Elsa's age. Elsa thought he looked kinda cute. "My name is Peter Parker and I've been Spider-Man since I was fifteen." He told them.

"Well, it's nice to meet you, Mr. Parker. I'm Queen Elsa of Arendelle, this is my sister, Anna, her boyfriend, Kristoff, his reindeer, Sven, and, our good friend, Olaf." Elsa introduced. Everyone gave a wave or nod when their name is mentioned. Anna then remembered, "Wait, you said you were Spider-Man since you were fifteen, right?"

"Yep." Peter nodded. Anna then asked, "How did your parents agree let let you risk your life everyday since you where fifteen?"

"Oh, I wasn't rasied by my parents, they died in a plane crash when I was very young. I was rasied by my Aunt May and Uncle Ben." Peter explained. Everyone would questioned what plane was but they felt bad for Peter. He probably didn't know much about his own mother and Father besides what he was told. "I'm so sorry." Elsa said. But he raised a hand, "It's alright. It was years ago and they're in a better place."

The Queen nodded, "What about your Aunt and Uncle? Do they know what we're doing?" Peter replied, "No, my Unlce died sometime after I got my powers and hopefully my Aunt will never know the last thing I want is to give her a heart attack."

"I see. So you weren't born with powers, how did you get them then?" Elsa asked. "I got bit by a spider." Spidey replied. Anna bursted out laughing, "Wow! You have a amazing since of humor."

"While that is true, I'm not joking. The spider that bit me was genetically altereted to posses the ablitlies of multiple different spiders." Peter told them. Anna stopped laughing, "Seriously, is that even possible?"

"Apperentliy so." Peter told her. "And then you called yourself Spider-Man...cool." Anna smiled, "So, where did you get the costume?"

"I made it." Peter answered. The others were shocked by this and Elsa was the first to speck, "You? A guy? Made your own costume?" The wall crawler nodded, "Ya, I know. Not the most manly thing to do but since I wanted to keep Spider-Man and Peter Parker different persons, I had to learn to design and sew."

"I don't wore cloths or pants." Olaf said randomly. "By the way why keep this a secret?" Peter answered, "I get this question often but if everyone knew who I was, the bad guys I stop would go after my friends and family to get to me. I wear this mask to protect them."

"That's actually noble of you. I think I would do the same thing if I was in your shoes." Elsa nodded understanding what Peter. "Is anyone else who knows your secret?" Elsa asked. Peter answered, "Only a hand full of people know. Most of them are other Super heroes I trust with my life. Unfortunately a few villians as well but they kept to to themselves. They believe they want to kill me themselves."

"So like that creature that attacked. He knew who you were." Elsa guessed, remembering the conversation between the two before they actually fought. Peter nodded, "He was once a man known as Norman Osborn, he's been creating Super Villians to distract me from criminal lords every scince I've been Spider-Man, while trying to become one himself. He's been trying to find a way to recreate my powers in an attempt to make a Spider-Men army to take over the world. The result turned him into the Green Goblin but he's never been this strong before and his look had always been a costume..."

"So he made himself bigger, stronger, and uglier." Elsa finished. Kristoff then contenuied, "Then he attacked Arendelle to use those monsters to try to replicate Elsa's powers." Spider-Man nodded, "Correct, we manged to stop him for now. He's never been the one to give up quietly. And, I'm afraid I have even more bad news..."

Elsa signed, "What could be possible worse?"

"Well, there are some things I need to explain. First off, I'm from another Earth..." Everyone then asked, "Another Earth?" Anna then shouted, "Jinks!"

"Alright this is going to be hard to explain than I thought..." Peter muttered, "Okay, have any of you ever had to make a big choose in your lives but always wondered what would happen if you made the other choose?" Everyone nodded. "Yeah, there was this one time I didn't know to have ice cream or cookies for dessert so I just had both." Olaf replied.

"I don't think that's what he ment, Olaf." Elsa told the snowman. Peter nodded, "She's right but it chould be something as small as that dission or big as the fate of the world. Every decision we've made, there is an earth where we've made the opposite. Now, because everyone has made hundreds of everyday there are infinite of Earths very different and yet similar to our very own. It started when God first created the Earth and gave us free will."

Everyone was silent for a moment untill Anna spoke up, "...so, I other Earth's with other versions of us who've made differ chooses from the ones we made." Peter nodded. "And you discovered this how?" Asked Elsa.

"Long story short, I had to team up with other versions of myself, on multiple occasions." Peter answered. Everyone just stared a him, who grinned sheepishly, "Yeah, I know, it's crazy."

"Well, it's obvious you and the Green Goblin came from the same Earth, so how are you two here on our... Earth? Oh, this sounds so weird say it." Kristoff stated. "You get used to it. Well it started a few months back..." Peter started as everything started to get blurry, it stop suddenly when Peter said, "Whoa, whoa, whoa, whoa...what was that?"

"A flashback." Olaf simple answered. "I know what I was doing but what was that?" Peter asked not understanding what just happened so Elsa explained, "You were having a literal flashback. On this... Earth, you can visualize you flashback with others if you want to."

"Really? Do you guys also break out into songs and dances on this Earth?" Peter asked sacasiticlly. "Yes." Everyone answered. Olaf then asked, "Why does that not happen on your Earth?"

Peter was just speechless, now he really felt like he was in on of those Disney movies. "Okay, I'm going to get back to how everything works on your Earth later... Anyways it all started a few months back..." Everything blurs out.

* * *

_Spider-Man landed hard on his back, who groaned as he got back on his feet, "I've officially ran out of ways to say ow." Wolverine landed next to him and growled as he got back on his feet, "Queit whining about and walk it off. I do it all the time." Wolverine unsheathed his claws and charged back into battle. _

_"Easy for you to say, you have unbreakable bones and a healing factor." Spidey said as he swung back into action. Spidey and Wolverine along with other superheroes where on a different planet fighting the Mad Titian, Thanos._

_Anna: "Okay where are we? Who are your friends? Who is that creepy guy your fighting?"_

_Spider-Man: "Have you every heard of Decafé?"_

_Elsa: "Anna never drank Coffe before."_

_Spider-Man: "In that case, make sure she never does. Anyways, where on the blue side of moon. On our Earth, it's the only place there's air on the Moon and the gavity had been ajusted to feel like your still on Earth. Don't ask me how I don't think you'd ever understand."_

_Olaf: "You were on the moon! Does it really taste like cheese?"_

_Spider-Man: "That's only a rumor. The moon isn't actually made out of cheese."_

_Anna and Olaf: "Aaaaaaaaawwwwwwwwww!"_

_Elsa: "Anna, Olaf. Let Peter contenuie his flashback in peace. Please, contenuie Peter._

_Spider-Man: "Thank you, your majesty. Anyways, I was part of a team of Superheroes called the Avengers. We're Earth's Mightiest Heroes. We protect the Earth from forces too great for a single superhero could withstand. The purple creepy guy, we're fighting is Thanos. He's one of the universe most dangerous threats. His single desire is to destroy all life in the Universe to win the hand of Death."_

_Anna: "Okay, that's not romance. That's madness and evil."_

_Spider-Man: "Which is why he needed to be stopped. It wasn't easy since he was the own of the Infinty __Gauntlet. With it he had the power to do almost anything. Attacking full on front would be suicidal. So, we had came up with a plan."_

_"FOOLS! Do you really think you think you can beat a god?!" Thanos declared as he fired a deadly blast. Captian America blocked it with his shield, "There's only one God, Thanos, and pretty sure he dosen't dress like you! As for the matter of beating you..."_

_Hawkeye shot a flash arrow which temporarily blinded Thanos, and Iron Man and Black Widow shot there repulser rays and strings to catch Thanos off balance as Iron Man contenuie where Cap left off, "...we don't think we can beat you. We know we can!"_

_Thanos as stumbled into the Hulk, "HULK SMASH!" The Hulk smashed Thanos into the ground as Thor place his hammer on top of him, and because Thanos wasn't worthy he couldn't move. _

_Spider-Man: You may want to close your sister's and snowman's eyes for the part._

_Thanos tried to us the Infinty Gauntlet to free himself but Wolverine cut his arm off before he could use it. Thanos screamed in pain._

_Anna: "Hey, I can't see! What's with the screaming?!"_

_Olaf: "I would tell you if Kristoff would let me see."_

_Elsa: "Trust me on this, you don't need she this at all."_

_Kristoff: "Was that really nessary?"_

_Spider-Man: "I don't like this anymore as you do. In fact we'd never kill or do something so brutal but we needed someone to cross that line in order for that plan to work and Wolverine was our man to do that."_

_Elsa: "And just what was your plan?"_

_ Hulk grabbed the Infinty Gauntlet and threw it in the air. "NOW SPIDER-MAN!" Captain America as Spider-Man pulled out an strange gun._

_Spider-Man: "Our plan was to take away the Infinty Gaundtlet from Thanos for good so he wouldn't be as big as a threat. The device I had was created to send the Gaundtlet to a random lifeless universe, where it could never be used in the wrong hands again. And that's where it all went wrong..."_

_Kristoff as Sven: "Where'd you pull the device from? It was there a second ago."_

_Spider-Man: "You know what? I have no idea.__.. Great, now I'm talking to a raindeer._

_Anna and Elsa : (Giggles)_

_Spider-Man fired the wepeon one the Gaundtlet it glow red. Spider-Man's eyes widened under his mask, "Spider-sense! Guys move!_

_Olaf: "Spider-sense? What's that?"_

_Spider-Man: "It's like this buzzing in my head to warn me of incoming threats, I've just got to know where it's coming from to avoid the danger."_

_Elsa: "That's soulds really helpful."_

_Spider-Man: "It has. I can't tell you how often it saves my life."_

The shock consumed everything expect for Spider-Man as he manged to dodge out of the way. When the light show was over, Only Spidr-Man and a huge crater remained.

_Spider-Man: "Thanos must a enough control to do one more attack. He increased the effect of the wepeon and with that he and the other heroes to help me stop Thanos disappeared somewhere into the multiverse. I manged to get back to Earth and got together some of the smartest Super Heroes to find a way to get our friends and Thanos, so he could be locked up, back to our Earth. Unfortunately, the only Superhero to access the technology was Iron Man but he was caught in the blast to. So, thankfully as Peter Parker, I was a current employee at Horrizon Labs, and my co-workers were more than happy to find a way to get the missing Avengers back. However, the same problem remained, we didn't have enough resources to create a stable portal. So, we'd had to go to Oscorp for help."_

_Peter and the people at Horizon Labs attempted to open the portal. It attivated for a second before and electric surge powered it out. _

_Anna: "What's wrong with them."_

_Spider-Man: "The owner of the company is Norman Osborn, the Green Goblin."_

_Anna: "Ooooooooohhhhhhhhhh. Yeah, that would be a problem."_

_Elsa: "Wait, why would you to him for help?"_

_Spider-Man: "I didn't. The company did. I tried to warn them but Osborn's doctors said he was 'cured' but I've heard that story before. So, while I worked on the machine as Peter Parker, I kept an eye on Osborn as Spider-Man. However, one day, I had some...other business to work on. That's when Osborn struck..."_

* * *

"...that's how Osborn arrived on your world. I'm sorry, I should have never had left my graud down until I knew Osborn coundn't use my device for his own personal gain." Peter apologized. Everyone was shock by this, though this world was not his own, he still came to them to save them. "Peter..." Elsa replied, "...you did what you could to try what to prevent this from happening and you came to our Kingdom to save us. We don't blame you. This event happen because of that Goblin and him alone."

"Your a hero in our book. The Kingdom believes your a hero as well." Anna contenuied. "Besides, you've stopped him, right?"

"Remember, when I said I had more bad news. Well, Osborn didn't come here alone. He brought a a lot of Super Villians to aid him in his scheme and I positive that each and everyone of them has a grudge on me. So, Osborn my use that to his advantage for a Plan B." Peter explained. Everyone's eyes widened in horror, Olaf just smiled, "Maybe they all just need a big hug."

"I don't think that's going to be the case, Olaf." Anna told the snowman. The Snow Queen asked, "You do have a plan to stop them, right?"

"Well, an 11% of a plan. The rest is just improvised, ussally I come more prepared but I didn't have enough time." Peter replied. "Your kidding me. Arrendelle or the world is all depended on mostly improvised plan." Kristoff signed.

"Well, it's better than 10%." Sven pointed out. "It's still not a real plan!" Kristoff told his best friend. "Okay, your attitude's not helping. Thank you, Sven." Peter thanked the raindeer.

"Your Welcome, Peter." Kristoff said for Sven. Peter then groaned, "I've haven't been for a day and I'm already going crazy." The Queen and Princess tried hard not to laugh. Elsa cleared and grew serous again, "What do you have planed out so far?"

"Well, I manged to locate that the missing Avengers are somewhere on this world. I was planing on assembling my team and any other heroes of this world and stop them but I don't know where they are besides that and I don't think your prison strong enough to hold superpowered criminals." Peter explained. Elsa thought to herself, it wasn't much of a plan but it was their only chance of protecting Arendelle. Maybe the world. Elsa felt a tap on her shoulder and Anna gusereted to Elsa that she wanted to talk to her about this.

"Give us a moment." Elsa told Peter as she and Anna walked to a different room in the Earth, Olaf quickly followed, "Be right back, Peter."

Spidey dicided to chat with Kristoff to see what other things happen to this world. He just hoped he would find a way to find his friends and save this World.

* * *

**Well, I hope you all enjoyed the chapter. Next chapter, Anna, Elsa, and Olaf decuss what to do with our favorite Wall-Craller. Please remember to follow, fav, and review. Oh, and don't forget, if you have a suggestion what I should do for future chapters let me know. See you next time.**


	4. Power and Responsibility

**I don't own Spider-Man or Frozen. They belong to Marvel and Disney. Okay, now that they know why Spider-Man is here, we'll continue where we last left off. Please enjoy...**

* * *

Chapter 4: Power and Responsibility

"I say we let him stay." Anna proclaimed. "Anna, did you forget about the last guy, you've just met you wanted him to stay." Elsa reminded her with caution. Anna signed, "Yeah, don't remind me but this is different from Hans. One, no one is marrying him. Two, we need him, our guards can't handle Super Villians but he can. Three, he origally wanted his friends back but he's still willing to save our home. Four, this is a perfect opportunity to find other good men and women with powers besides you and our cousin. If we don't help him, one Super Villian alone could take our Kingdom and then possible the world. He's our only hope to stopping them. Besides..." Anna ended with a smirk.

The Queen rasied an eyebrow, "Besides what?" Anna smug wouldn't leave her face, "Come on... You know..."

"...I give up, Anna. What are you thinking?" Elsa asked her earger sister. "Overtime with him hanging around he can be your boyfriend." Anna explained. Elsa eyes widened, "What?! Anna, no! What makes you think I'm even interested to him?"

"Well, besides the face he has powers, you totally checking him out." Anna pointed out. Elsa blushed, "N-no, I wasn't!"

"Then how come your face is all red?" Olaf asked, making Elsa covering her face. "It is not red!" Elsa denied as she blushed even harder, "Besides, he could be already married or he has girlfriend."

"Fair enough, but the longer he stays here, the more we'll know about him." Anna smiled. Elsa then replied, "I didn't say he could stay here. It just... How do we know we can trust him?"

"What if we ask him the right question?" Olaf suggested. Elsa and Anna turned to the snowman. "What do you mean, Olaf?" Anna asked. Olaf explained, "Well, the reason you shut Anna out untill now was because you were only trying to protect her, right? So, if we find out what motivates him to being Spider-Man, maybe we could find the reason to trust him."

"He's right, Elsa. Plus, he was willing to trust us with keeping his biggest secert safe and he only met us so, if we ask him what motivates him, could you be willing to give him a chance?" Anna asked. Elsa thought for a moment. Both Anna and Olaf brought some very good points, and Peter was willing to trust them. Plus, when the people cheered for him, he felt a little happy and surprised that they did. Did people think he's a monster but he's still willing to fight for them? Why would he do that? Elsa had made her decision, "All right, let's ask him."

Anna and Olaf smiled as they made their way back to Peter and Kristoff...

* * *

"So, you were rasied by Trolls." Peter spoke to Kristoff. While the royals and snowman, were discussing what to do with Peter, so he, Kristoff, and Sven talked to each other. "Yeah, before that it was just me and Sven. They tools us in. They're pretty much my family. I understand if you find this hard to believe..."

"Oh, no, I believe. I've seen crazier stuff in my life to. I accatally had fought dinosaurs in the Antartica." Peter explained. Kristoff and Sven's eyes winded, "Seriously, that soulds both terrifying and awesome at the same time."

"Oh, it was. That and seeing whole bunch of other exsitint creates in a surprising warm in envoriment." Peter agreed remembering his time in the Savage land. Just when Kristoff was about ask even more about it, Elsa, Olaf, and Anna returned. "We're back!" Anna proclaimed.

"Peter, before, I make my choice of what to do. I just have one more question." The Queen told the Superhero. Kristoff whispered to Anna, "I still have tons." Anna nodded, "We'll ask him ours later."

"I like to whisper too." Olaf whipeared to them. Elsa then finally asked, "What motivated you to become Spider-Man? To be a hero?"

"Uh, I hate to correct a Queen but that's two Questions." Peter joked. Elsa rolled her eyes, "You know what I mean. And could you answer this with a flashback."

"I don't have a choice do I. Is there an off button for those?" Peter joked. Elsa tried hard not to smile, "Just answer the Question and we'll hope for the best."

"Okay, alright, your Majesty. It all started a few days I got my powers..." And just like last time, everything blurred out as they went into the flashback...

* * *

_Spider-Man:"...ugh...I don't think I'm ever going to get used to this... Anyways, I my family weren't the wealthiest people aren't around. In fact, my Aunt and Unlce were barely make enough money to keep up with the bills. They'd had done so much for me and I wanted to use my new powers to turn our lives around. But I wondered how, untill one day..."_

_A 15 year old, Peter Parker, was reading the Newspaper, when he grinned at this title. "$10,000 dollars to who takes out Crsher Hogan is a wrestling match!"_

_Anna: "Werstling match?"_

_Spider-Man: "Do you guys have like...um...jousting torments... Or anything like that?"_

_Anna: "Of coarse."_

_Spider-Man: "Well, it's like that but lose the horse, sword, and the armor. You just fight with your bare hands."_

_Anna: "Gotchya!"_

_Spider-Man: "Anyways, I knew they would let a 'kid' in the torment, let alone would my Aunt or Unlce would approve, so I needed a disguise."_

_Elsa: "...and that's when you made your coustume."_

_Spider-Man: "It wasn't easy but after hundreds of designs and hours of sewing...Spider-Man was born."_

_Peter admired the coustume he made, looking at his reflection in the mirror. He removed his mask and smirked. He then removed his gloves and web-shooters and put on his cloths over his coustume. He dashed from his room and headed to the first floor. "Where are you off to, Peter?" Asked Aunt May._

_"To the liberary to study." Peter lied. He hated to lie to his Aunt and Unlce. Hopefully, it would all be worth it and hopefully it would the only time he did it. "How 'bout I take you, Peter?" Said a man walking from the Kitchen. _

_"Thanks, but you don't have to..." Peter started before he was cut off by the man revealed to be his Uncle Ben, "I insist...besides I need to get out of the house anyway."_

_Spider-Man: "...Unlce Ben..."_

_Elsa: (Notices Peter's expression when he saw his Unlce) "Peter, if this too much for you, I can unstand if you want to stop..."_

_Spider-Man: "...No, no, I'll be fine... Anyways this part is important..."_

_His Uncle pulled in front of the library. Peter was about to leave when he asked, "Uncle Ben? If you had this talent that no one else can do, would it be okay to cash in on your talents?" His Uncle gave him a strange look, "Well, that would depend of what kinds of talents your talking about."_

_Peter was about to leave the car when Ben stopped him. Peter turned to him, Uncle Ben gave him a kind smile, "Look, Peter, I was going through things as you when I was your age." Peter knew his Uncle didn't have any superpowers so he replied, "Uh, no. Not exactly."_

_His Uncle Ben contenuied, "Truth is, you have use yor talents into the man God wants you to be. Just because you can cash in on your talents dosen't mean you should..." His Uncle gave Peter a serous look of what he said next, "With great power, there must also come great responsibility."_

_Elsa: " ...wow..."_

_Anna: "You Uncle seems like a wise man."_

_Spider-Man: "My Uncle is closest thing I ever had to a father. I didn't know it then but those words became a big part of my life."_

_Olaf: "Do you think your Uncle knew about your powers?"_

_Spider-Man: "I'm not sure... I'll probably never will... "_

_Kristoff: "By the way, how is your wagon moving without horses or raindeer."_

_Spider-Man: "It's a car, it does need Horses or Raindeer."_

_Kirstoff as Sven: "So, I would be out of the job on your Earth."_

_Spider-Man: "Why yes, yes you would be...I did it again, didn't I?"_

_Anna: (Giggles) "Yep."_

_Kristoff: "What's so funny?"_

_Spider-Man: "Anyways, I still went to the wrestling match. My family still needed the money..."_

_"Who dares to test their skill, their strength, their stamina, aginst our New York's undefeated champion, CHRUSHER HOGAN!?" The manger said into the microphone. The guy was huge, it made Okan look like small in comparison. However, Spider-Man walked up without fear, "I dare! The Spider-Man dares!"_

_The manger pulls the microphone away from him and addressed to Spider-Man, "You sure, kid? I like the gimmick but it's worthless, if Chrusher crushes you." Hogan looked down to his opponent, and smirks, thinking this would be an easy match. Spidey then asks the manger, "$10,000 bucks if I win?"_

_"There are some details but...um...yeah." The manger answered. Under the mask, Peter gave a determin look, "Then I'm in!"_

_"Ladies and Gentlemen, The Spectacular SPIDER-MAN!" The manger proclaimed to the __addience as he left the arena. A cage then lowered down prevented the competitors from leave. Peter was still wasn't scared, "Okay, I'm ready!" However, his cockiness gave Hogan an opening and he took it. His arm pinned Peter to the side cage, "I don't like pickin' on little guys, so I'm going make this quick, K?"_

_"Thanks Crush, I'm good, in fact I'm better than good, one might even say great!" Spidey told him as he pushed hims free and sent Hogan to the ground. He got back up quickly, wonder how someone that small got himself free so quickly. However, Spidey was nowhere to be seen, "Hey, where'd you go?"_

_"Yohoo." Spidey taunted to get the champion's attention on the ceiling of the cage. "Get down from there!" He demanded._

_"Well, that is one option." Spider-Man pointed out as he shot a web at Crsher. Crusher tried to yank in off but it was too sticky and strong, Spider-Man pulled him up to his level. "When I get my hands on you..." Chrusher threatened._

_"Your welcome to try but..." Spidey simple swung and kicked Crusher and sent him back on the ground, knocking the former undefeated champion to the ground, "...match is already over." The manger walked in as the cage and rasied Spidey's arm, "Ladies and Gentlemen, the Spectacular Spider-Man!" _

_Everyone in the crowd cheered for the web-head, Spidey was begining think things were finally turning around..._

_Kristoff: "Remind me to bring you next time I try to buy something at Okan's."_

_Spider-Man: "Why's that?"_

_Anna: "It's a long story."_

_Elsa: "So, you won $10,000 bucks?"_

_Spider-Man: "More or less..."_

_"Got your money right in my safe, kid, all you have to do is sign an exclusive mangement contract with Sullivan Edwards, a.k.a. me." The Manger explained. Peter, however, was taken back by this, "Whoa, I'm not signing anything."_

_"Well, then no contract, no money. I told you there were details." He replied without a care. "But that isn't fair!" Spider-Man complained, he felt cheated. However, Edwards just replied, "Fair's not my problem."_

_Kristoff: "Great, there are even crooks on your world."_

_Anna: "You just went go home emepty handed!?"_

_Spider-Man: "Yeah, I figure that, there would be other opportunities so, I thought I just go home and try again next time. But what happened next was the biggest mistake I ever made..."_

_Spider-Man walked to the elevator and pushed the button to go down. As the elevator opened he heard Edwards call, "Hey, that's my money. Spider-Man, stop him!" Spidey turned to see an crook running off with a sack full of money in one hand and a gun in the other. He was running Spider-Man's way, most likely to get to the elavator. Spidey just stepped aside letting the theif get on the elevator, the theif smiles at him in appercaition before the door closed. Edwards looked to Spidey, giving him a puzzled look of why he didn't he stopped him. "Not my problem." Spidey answered. Edwards glared at him before leaving without another word._

_Olaf: "Uh, how can that get out of there? The room looked like there was nowhere out."_

_Spider-Man: "That is an elavator, people use either to help them to get to a higher floor or lower floor instead of using the stairs. It's also helpful to get heavy things up and down with trying to carry up all the floors. So, by the time he got to the first floor he was already long gone..."_

_Elsa: (Notices Peter's face is full of regret) "What happened?"_

_Spider-Man: "Well, I waited for Uncle Ben to pick me up but he never showed. So, I just walked home but when I got home..."_

_When Peter entered the house, he noticed his Anut May was crying, "Anut May, what's wrong?" His Aunt looked up to her nephew with tears in her eyes, "Oh, Peter... It's Ben..."_

_Spider-Man: "I learned on his way to pick me up, he was car-jacked. The guy was armed... And my Uncle Ben he... He didn't make it."_

_Elsa: "...I'm...so sorry."_

_Anna: "He just got away with it."_

_Spider-Man: He didn't get away with it. The police... My earth's Knights, if your wondering who they are... Were after him. And so was I."_

_Spider-Man swung after the murder that killed his Uncle, he landed on what was once his Uncles care and he smashed his fist through the window, forcing the crimal to crash. He was unharmed though and went to a near by abondon warehouse. "You stole the life a stole of a good man, a man with a loving family, and you did it for some lousy car!" Spider-Man told the murder with both hurt and anger. The car-jacker tried shooting him but Spidey easily dodge the bullets. The teenage landed in front of the crimal, "Don't bother running. There's no place you can hide."_

_The thug pointed his gun at Spider-Man, but he shot a web line on the murder's hand and threw him to the other side of the room making him lose his only wepeon. Spider-Man walked up to terrified crimanal, he left him in the air and made the window break, revealing the man's face. "That face..."_

_Peter's eyes winded under his mask, it was the same man from the area, the one he could have stopped. The words "Not my problem" kept playing through his head. He could only think, "What have I done?"_

* * *

Peter stopped the flashback, unable to rewatch that event agian. No one could speak. Elsa knew what that kind of guilt was like. At least, Anna, lived throw both strikes but Peter's Uncle was killed because he fallied do the right thing. "Peter..." Elsa finally spoke, "It wasn't your fault. You didn't know. You were just angry at the guy. You coundn't have known..."

"Except it was. I let the theif get away, I failed to do the right thing, and because of my carelessness, my Uncle is gone. If only I had listen to him sooner, he would still be alive." Peter looked down. Olaf walked up and hugged him, "You looked like you could use a hug. I'm sorry for what happened to your Uncle."

"Thanks, Olaf." Peter thanked the snowman with a sad smile. Elsa smiled for a moment before asking, "So, what happened after you discovered, who your Uncle's murder was?"

"Well, as you can image, was completely shocked, and I was felt so guilty..."

* * *

_"No, it can't be you. It can't!" Said a shocked Spidey as he held his Uncle's murder in his hands._

_Anna: "Just what did you do? Please, tell me, you didn't do the whole eye for an eye thing."_

_Elsa: "Anna, let him finish. But, what did exactly do with him?"_

_Spider-Man: Just watch..._

_"I should drop you. Take what you took from Ben Parker. And make sure you never hurt anyone ever again." Spider-Man told the murder was he let go of him. He screamed in terror and await for the end..._

_TWIP!_

_...but it never happened. He looked up to see Spider-Man webbed him low enough to the streets so the police could arrest him. "But he wouldn't approve." Spider-Man finished before finally realizing what he's Uncle had been trying to teach him, "With great power, comes great responsibility."_

_Spider-Man: "And that was only the begining. From that night on, I would honor the Memory of Uncle Ben. I would use my powers to fight crime and save lives. Dispite people calling me a menace or criminal, I would continue doing what I thought was right. To be the man God wanted me to be. Eventually, I would team-up with other super heroes and eventually make my title as an Avenger. And I'll keep on fighting untill I can fight no more."_

* * *

"Wow." everyone said amazed why Peter kept on fighting the good fight. Elsa was speachless, when Anna almost died the first time she vowed she would never use her powers agian, but when Peter's Uncle was killed, he vowed to always do the right thing. If only her parents knew what to say like Peter's Uncle did. Kristoff then asked, "Okay, I only assumed bills got worse when your Uncle died. How were you able to pay the bills?"

"It took me a while but I got a job at the Daily Bugle, it's place that's sells newspapers, there information of stuff that happened recently. My job was to take pictures of myself as Spider-Man..." Peter explained. "You paint pictures of yourself, while your Spider-Man? That's gotta be hard." Olaf stated.

"Well, I didn't paint the pictures. On my Earth, we had these things called cameras. They could take instant pictures, all with a push of a button. I just had to web it on a wall, and set it up on a automatic timer." Peter explained. Anna seemed intrigued, "Really? That's so cool."

"That's nothing, while you guys were gone, Peter said he fought Dinosaurs in Antartica." Kristoff told his girlfriend. Anna jaw dropped as she turned to Peter, "Shut up! Really?!"

Peter nodded. Before Anna, could ask any more Elsa tapped her shoulder, "Anna, a word?" Anna nodded. As she and Anna when back to the the room with Olaf following them again. Kristoff and Sven decide to keep the time by asking Peter a whole lot more Questions.

* * *

"Okay, Elsa, after learning why he's here and learning why he does what he does..." Anna began before Anna and Elsa said excatilty at the same time, "I thank he should stay." Anna was surprised by this, "Wait, what? You accatally agreeing to this?"

"Your right about Peter's the only one capable of fighting Super Villians. Plus, he's knows what it's like to how this kind of power and responsibility. I don't think he'll ever desire to be King so it safe to assume he's nothing like Hans." Elsa noted. Anna nodded and smirk, "It makes Peter here the prefect guy for you."

"Stop it." Elsa glared at her sister as she blushed. Olaf then asked, "So, Spidey's staying?" Anna and Elsa smiled and nodded, "That's so awesome. I've never been friends with a superhero before."

Anna and Elsa smiled before Elsa frowned and realized, "Oh, no. What are we going to tell the servants and other royals? We can't just say Peter's a superhero. We'd promise we'd keep it a secert." Anna smiled, "Well, Peter's a responsible and smart guy. Don't you still need a royal adviser?"

"Anna, Peter looks like he's my age. They'd never believed it." Elsa told her. Anna just smiled, "Well, technically, Peter has been in other parts of his world before. We just need the right excuses which Peter can help us provide. I mean, he had to go for years trying to convince people that he and Spider-Man aren't the same person. I'm sure we can think of something."

"I don't know. Keeping a secert is one thing but lying to other Kingdoms and our own. I know it's for a good cause, but... Oh, I don't think they'll be happy when they find out." Elsa worried. Anna's grinned remained, "You mean, if they find out."

Elsa nodded and smiled, "If. If is good."

* * *

"So, your boss called you, as Spider-Man, a menace? He lied to the whole city and they believe it?" Kristoff asked so surprised. "Yeah, but deep down I know Jameson's a good man. When Supervillians attack and ask him where Peter Parker is or anyone else, he doesn't give them up. He accatally defends he employees, when my Aunt had a heart attack he personally paid the bills, and when I was framed as Peter Parker, he hired the best lawyer to defend me." Peter replied, thinking of the good stuff Jameson does.

"So that's the reason you won't just go up and pound him?" Kristoff assumed. "Well, occasionally I pull a prank here or there or mock him but no. Maybe, one day he'll finally realize the truth. It's a long shot, I know but I can dream can't I." Peter admitted. Elsa, Anna, and Olaf came back. "Peter, might I have a word with you?" The Queen asked.

Spidey nodded and he went with her back to the room alone. Anna signed, "They look so cute together."

"Your going to try to get them together, aren't you?" Kristoff assumed. Anna nodded, "You know it! So, what did you and Peter talk about this time?"

* * *

Elsa and Peter were alone. "So, what do you want to talk about, your Majesty?" The superhero asked. "You and I, have our own power and responsibility. Mine is to Arrendelle and yours is to fighting for what's right. And because of the Supervillains, our goals a line. I can offer you a place to stay and a job so you won't feel like a freebie. We'll even help you find your friends. In return, all I ask is for you and your friends defend my Kingdom and the Earth from this Super Villians while your here."

I accept your terms. But why do I have a feeling that's not all you want to ask me?" Peter guessed. Elsa admitted, "As a matter of fact, there's one more thing I want to ask. You don't have to agree to this one, but I'd really appreciate it, if you agreed. I was born with my powers, and I always have this fear of losing control. You on the other hand, manged to learn how to use you powers right off the bat with no fear of losing control. So, if you could... teach me, to learn to master my powers without killing anyone..."

"Sure... I've actually know other heroes with that same fear. I'm no Professor X but I'll do my best." Peter agreed, he was surprised when the Queen hugged him and started jumping for joy, "Oh, Thank you, thank you, thank you..." She then gain control over herself, "...er, I mean... That's very appreciate but could you not mention this to Anna?"

"Which part, the learning to control your powers part or the whole acting like you've got asked out by a guy you've had a crush for a long time?" Peter asked with a slight joke. Elsa blushed at the last part, "Both would be nice."

"Deal. Now you said you had a job for me...?"

* * *

"May I present Royal Advisor Peter Parker of New York City..." Kai introduced as a well dressed Peter gave a nervous smile to the people of Arrenelle. Everyone cheered for him as Peter thought, _"Okay from photographer to scinctist to Royal Advisor. Man, I went from a part-time job to becoming apart in Royal affairs not counting the times I fight alongside them or stopping them who are mad with power. Aunt May would never believe this one... Well, time to give this the old inspiring speach. Ugh, Cap would so much better for this."_

"Um... Hi, first off you must be wondering, 'Peter, aren't you a little young to be a Royal advisor?' To answer your Question, yes, yes, I am." Everyone laughed at that. "Anyways, I may not have been born here but I learned from time and time again with great power, comes great responsibility. My Uncle, who was a Royal advisor before me," Peter lied, " taught me this when I was just a teenager. I've had no idea what it ment at the time nor I would never have the kind of power your Queen has, metaphorically and literally." Everyone laughed again which the said Queen rolled her eyes, "But when the day he died, I finally understand what he ment. I may not have grown up here but I vow untill the Queen says I'm done, I'll never turn my back on Arrendelle and I promise to help the Queen Elsa and her family in anyway I can. But I'll leave the fighting to the guards and Superheros." Everyone laughed and cheered as he walked next to Queen Elsa, who stood back to Anna. Peter whispered, "How'd I do?"

Anna gave Peter a thumbs up and Elsa smiled and gave a nodded. Elsa walked up, "Thank you, Peter. I'm sure you'll do a fine job. Now," Elsa told her people, "Today, we have our thanks to Spider-Man for saving Arrendelle from these monsters and after a word with him, he has agreed to protect us from these future threats." Everyone cheered, "but, that does go with out saying there are other people with powers much like Spider-Man and mine. Let's face facts like normal people, there are going to be some bad ones as well. Which is why we must assemble, a team of the good ones to face up to these threats. After decussing with my new advisor, my sister, and Spider-Man, we have decide to open the Avengers Initiative. We'll recuite othe superheroes who devote the live to protect the innocent. They'll protect not only Arrendelle but the very world itself from the foes we couldn't withstand. This message will go on to the other kingdoms, so if you know anyone with powers who want to good despite what people think of them, let them know of our cause and inspire them. Spider-Man has already volteered for the Avengers Initiative and he's promised to not let us down!" Everyone cheered, with that everyone went home. The royals and Petre smiled. However, they're journey has only just begun.

* * *

**Hoped you enjoyed the Chapter. This story will feature other Disney characters who will also give our heroes a hand besides our heroes and the Avengers. So, if you want anyone in paticalar please leave in the reviews. I already have one for Tangled so if you have any others, don't hesitate to ask. Next up, Peter his the authority to protect Arrendelle but he doesn't have the tech nor the prison to hold them. So, two certain young geniuses will help out while Spider-Man teams up with a certain secert agent aginst an evil pharmacist? Anyone know who I'm taking about. Anyways, don't forget to follow, fav, and of coarse review. Seriously, I like to here from you guys. See you next time.**


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